Registration Rights Agreement



 EXHIBIT 4.5 
  

 
 REGISTRATION RIGHTS AGREEMENT 
  
 between 
  
 ON SEMICONDUCTOR CORPORATION 
  

as Issuer, 
  
 and 
  
 MORGAN STANLEY & CO. INCORPORATED 
 CREDIT SUISSE FIRST BOSTON LLC 
 J.P. MORGAN SECURITIES INC. 
  
 as Representatives of the Initial Purchasers 
  
 Dated as of April 6, 2004 
  









 REGISTRATION RIGHTS AGREEMENT dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware
corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”),
pursuant to the Purchase Agreement dated March 31, 2004 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement. 
  
 The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Notes (as defined herein) and the
beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing a “Holder” and together the “Holders”), as follows: 
  
 SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 
  
 “Additional Share Amount” has the meaning set forth in Section 2(e) hereof. 
  
 “Additional Share Amount Payment Date” means each April 15
and October 15. 
  
 “Affiliate” means with
respect to any specified person, an “affiliate,” as defined in Rule 144, of such person. 
  
 “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof. 
  
 “Business Day” means each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. 
  
 “Common Stock” means the shares of common stock, par value $0.01 per share, of the Company and any other shares of common stock as may
constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock. 
  
 “Conversion Rate” has the meaning assigned such term in the Indenture. 
  
 “Conversion Rate Increase Amount” has the meaning set forth in Section 2(e) hereof. 
  
 “Deferral Notice” has the meaning set forth in Section 3(h)
hereof. 
  
 “Deferral Period” has the meaning set
forth in Section 3(h) hereof. 
  
 “Effectiveness Deadline
Date” has the meaning set forth in Section 2(a) hereof. 
  

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 “Effectiveness Period” means the period commencing on the date hereof and ending on the
date that all Registrable Securities have ceased to be Registrable Securities. 
  
 “Event” has the meaning set forth in Section 2(e) hereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

  
 “Filing Deadline Date” has the meaning set
forth in Section 2(a) hereof. 
  
 “Holder” has
the meaning set forth in the second paragraph of this Agreement. 
  
 “Indenture” means the Indenture, dated as of the Issue Date, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, pursuant to which the Notes are being issued. 
  
 “Initial Purchasers” means Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Lehman Brothers Inc. 
  
 “Initial Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Issue Date” means April 6, 2004. 
  
 “Liquidated Damages Period” has the meaning set forth in
Section 2(e) hereof. 
  
 “Material Event” has the
meaning set forth in Section 3(h) hereof. 
  
 “Notes” means the Zero Coupon Convertible Senior Subordinated Notes due 2024 of the Company to be purchased pursuant to the Purchase Agreement. 
  
 “Notice and Questionnaire” means a written notice delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated March 31, 2004, relating to the Notes. 
  
 “Notice Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company
on or prior to such date. 
  
 “Purchase
Agreement” has the meaning set forth in the preamble hereof. 
  
 “Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus. 
  

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 “Record Holder” means with respect to any Additional Share Amount Payment Date relating
to any Underlying Common Stock as to which any Additional Share Amount has accrued, the registered holder of such Underlying Common Stock on the April 1 immediately preceding an Additional Share Amount Payment Date occurring on an April 15, and on
the October 1 immediately preceding an Additional Share Amount Payment Date occurring on an October 15. 
  
 “Registrable Securities” means (w) the Notes until such Notes have been converted into or exchanged for the Underlying Common Stock, (x)
at all times subsequent to any such conversion, the Underlying Common Stock and any securities into or for which such Underlying Common Stock has been converted or exchanged, (y) to the extent provided in Section 2(a) hereof, such Underlying Common
Stock issuable upon conversion of the Notes if and to the extent registration of such conversion under the Securities Act is required to permit the issuance of such Underlying Common Stock to any Holder upon conversion of the Notes on an
unrestricted basis under the Securities Act, and (z) any security issued with respect to the Underlying Common Stock referred to in clauses (x) or (y) upon any stock dividend, split or similar event until, in the case of any such security referred
to in clauses (w)-(z) above (A) such security may be sold on an unrestricted basis under the Securities Act by reason of the occurrence of one of the following: (i) its effective registration under the Securities Act and resale in accordance with
the Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) (without regard to any Affiliate status of the Holder) or (iii) its sale to the public pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the Securities Act, and (B) as a result of the event or circumstance described in any of the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions required
under the Indenture with respect to such security is removed or removable in accordance with the terms of the Indenture or such legend, as the case may be (without regard to any Affiliate status of the Holder). For the avoidance of doubt, it is
agreed that if, upon the conversion of any Note by any Holder, the Underlying Common Stock received by such Holder may not be resold on an unrestricted basis under the Securities Act (other than by reason of such Holder’s Affiliate status),
then such Underlying Common Stock shall remain a Registrable Security. 
  
 “Registration Statement” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to
such registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. 
  
 “Restricted Securities” means “Restricted
Securities” as defined in Rule 144. 
  
 “Rule
144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC. 
  
 “SEC” means the Securities and Exchange Commission. 
  

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 “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder. 
  
 “Shelf
Registration Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Special Counsel” means Cravath, Swaine & Moore LLP or one such other successor counsel as shall be specified by the Holders of a majority of all Registrable Securities, but which may, with the
written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another law firm experienced in securities law matters designated by the Company, the reasonable fees and expenses of which will be paid by the Company pursuant
to Section 5 hereof. Throughout this Agreement, for purposes of determining the holders of a majority of Registrable Securities in this definition, Holders of Notes shall be deemed to be the Holders of the number of shares of Underlying Common Stock
into which such Notes are or would be convertible as of the date the consent is requested. 
  
 “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof. 
  
 “TIA” means the Trust Indenture Act of 1939, as amended. 
  
 “Trustee” means Wells Fargo Bank, N.A., the Trustee under the Indenture. 
  
 “Underlying Common Stock” means the Common Stock into which
the Notes are convertible or issued upon any such conversion. 
  
 SECTION 2. Shelf Registration. 
  
 (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) days
after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering (i) the resale from time to time by
Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities
Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement
or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not
permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or
another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement and (y)
issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities
Act as promptly as is practicable but in any event by 

  

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the date (the “Effectiveness Deadline Date”) that is two hundred and ten (210) days after the Issue Date, and to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective,
each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a
manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right
to include any of the Company’s securities in the Shelf Registration Statement. 
  
 (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected
to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf
Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after
such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 
  
 (c) The Company shall supplement and amend the Shelf Registration Statement or Subsequent Shelf Registration
Statement, as the case may be, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or Subsequent Shelf Registration Statement, as the case may be, if
required by the Securities Act or as necessary to name a Notice Holder as a selling securityholder pursuant to Section (d) below. 
  
 (d) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire
to the Company at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. Each holder who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees, by submitting a Notice and
Questionnaire to the Company, that it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as
promptly as practicable after the date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event upon the later of (x) fifteen (15) Business Days after such date or (y) fifteen (15) Business Days after the expiration
of any 

  

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Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date:

  
 (i) if required by applicable law, file with
the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file
any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective
amendment is required by this clause to be filed; 
  
 (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and 
  
 (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); 
  
 provided, that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

  
 (e) If, other than as permitted hereunder,

  
 (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, or 
  
 (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, 
  
 the parties hereto agree that the Holders of Registrable Securities will be entitled to receive liquidated damages as provided for in this
Section 2(e). Each event described in any of the foregoing clauses (i) or (ii) is individually referred to herein as an “Event”; provided, however, that the Company’s failure after using its reasonable best
efforts to register under the Securities Act the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder because the Company is not permitted to effect such registration under the Securities Act 

  

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shall not constitute an Event for purposes of this Agreement. For purposes of this Agreement, each Event set forth above shall begin and end on the dates set
forth in the table set forth below: 
  

					
	 Type of
Event by
Clause

	  	 Beginning
 Date

	  	 Ending
 Date


	 (i)
	  	 Filing Deadline Date
	  	 the date the Initial Shelf
 Registration Statement is
 filed

			
	 (ii)
	  	 Effectiveness Deadline Date
	  	 the date the Initial Shelf
 Registration Statement
 becomes effective under
 the Securities Act


  
 For purposes of this Agreement, Events
shall begin on the dates set forth in the table above and shall continue until the ending dates set forth in the table above. 
  
 Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred
and are continuing (a “Liquidated Damages Period”), the Company shall, as liquidated damages and not as a penalty, increase the Conversion Rate for Holders of Notes or issue additional shares of Underlying Common Stock to Holders of
Underlying Common Stock as follows: (i) in respect of Holders of Notes that are Registrable Securities, the Company shall increase the Conversion Rate of such Notes by an amount (the “Conversion Rate Increase Amount”), accruing for
each day in the Liquidated Damages Period, equal to 0.08125% of the Conversion Rate for the first ninety (90) day period immediately following the occurrence of such Event and 0.1625% of the Conversion Rate for each subsequent ninety (90) day period
following the occurrence of such Event (or a pro rata portion of such amounts in the case of Events lasting less than the full relevant ninety (90) day period calculated as described below), and (ii) in respect of Record Holders of shares of
Underlying Common Stock that are Registrable Securities, the Company shall issue to such Holders additional shares of Underlying Common Stock in an amount accruing, for each day in the Liquidated Damages Period, that is equal to the additional
shares of Common Stock that would be issuable as a result of the relevant Conversion Rate Increase Amount that would apply on each such date if the Holder of such Underlying Common Stock held Notes convertible into the number of shares of Underlying
Common Stock held by such Holder at the Conversion Rate effective on the date that the relevant Event began (the “Additional Share Amount”). In calculating the Additional Share Amount on any date on which no Notes are outstanding,
the Additional Share Amount shall be calculated as if the Notes were still outstanding. Notwithstanding the foregoing, no Conversion Rate Increase Amount or Additional Share Amount shall apply as to any Registrable Security from and after the
earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The Conversion Rate Increase Amount and Additional Share Amount with respect to any period shall not exceed the amount provided
for in this paragraph notwithstanding the occurrence of multiple concurrent Events. The pro rata amount of any Conversion Rate 

  

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Increase Amount or Additional Share Amount for any portion of a relevant 90 day period referred to above shall be an amount equal to the applicable amount
referred to above for a full 90 day period multiplied by a fraction, the numerator of which shall be the number of days in the relevant 90 day period that are included in the Liquidated Damages Period and the denominator of which shall be 90.

  
 Conversion Rate Increase Amounts shall accrue daily from the
first day of the applicable Liquidated Damages Period and shall be effective immediately. Additional Share Amounts shall accrue from the first day of the applicable Liquidated Damages Period, and shall be payable on each Additional Share Amount
Payment Date during the Liquidated Damages Period (and on the Additional Share Amount Payment Date next succeeding the end of the Liquidated Damages Period if the Liquidated Damages Period does not end on an Additional Share Amount Payment Date) to
the Record Holders of the Registrable Securities entitled thereto. 
  
 The Trustee shall be entitled, on behalf of registered holders of Notes or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including, but not limited to, for the enforcement of any required
Conversion Rate Increase Amount or Additional Share Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which a Conversion Rate Increase Amount or
Additional Share Amount is expressly provided shall be such Conversion Rate Increase Amount or Additional Share Amount. Nothing shall preclude any Holder from pursuing or obtaining (i) specific performance or other equitable relief with respect to
this Agreement or (ii) any damages or other available remedy with respect to any breach by the Company of its obligations hereunder, other than damages in excess of the liquidated damages for breaches for which liquidated damages are expressly
provided above. 
  
 All of the Company’s obligations set
forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). 
  
 The parties hereto agree that the Conversion Rate Increase Amount and Additional Share Amount provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective in accordance with the provisions hereof. 
  

SECTION 3. Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, during the
Effectiveness Period, the Company shall: 
  
 (a)
Prepare and file with the SEC a Registration Statement or Registration Statements referred to in Section 2(a) hereof, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided
herein; provided that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), furnish to the Initial Purchasers and the
Special Counsel of such offering, if any, copies of all such documents proposed to be filed at least three 

  

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(3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto. 
  
 (b) Subject to Section 3(h), prepare and file with the SEC
such amendments and post-effective amendments to each Registration Statement as may be necessary to keep a Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable best efforts to comply with the provisions of the
Securities Act applicable to it with respect to (i) the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof and (ii) the
issuance of Underlying Common Stock upon conversion of the Notes, in each case as set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 
  
 (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and the Special
Counsel, (i) when any Prospectus, prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when
the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or
supplements to any Registration Statement or related Prospectus or for additional information relating to the Shelf Registration Statement, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the determination by the Company that a post-effective amendment to a Registration
Statement or a supplement to the related Prospectus will need to be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(h)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 3(h) shall apply. 
  
 (d)
Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide immediate notice to each Notice Holder and the Initial Purchasers of the withdrawal of any such order.

  
 (e) As promptly as practicable furnish to
each Notice Holder, the Special Counsel and the Initial Purchasers, upon request and without charge, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including 

  

 10 








 
exhibits and if requested, all documents incorporated or deemed to be incorporated therein by reference. 
  
 (f) Deliver to each Notice Holder, the Special Counsel, if
any, and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each
preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

  
 (g) Prior to any public offering of the
Registrable Securities pursuant to a Registration Statement, use its reasonable best efforts to register or qualify or cooperate with the Notice Holders and the Special Counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable best efforts to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period in connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that the Company will
not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then so subject. 
  
 (h) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement, the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, the filing of a post-effective amendment during any period when the Company is not eligible to use Form S-3 or the initiation of an SEC
review of the Company’s filings under the Exchange Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which any Registration Statement shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable
discretion of the 

  

 11 








 
Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus: 
  
 (i) in the case of clause (B) above, subject to the next
sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment
to a Registration Statement, subject to the next sentence, use its reasonable best efforts to cause it to be declared effective as promptly as is practicable, and 
  
 (ii) give notice to the Notice Holders, and the Special Counsel, if any, that the availability of the Shelf
Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Notice
Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in such Prospectus. 
  
 The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon
as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and
(z) in the case of clause (C) above, as soon as in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of the
Shelf Registration Statement or any Prospectus (the “Deferral Period”); provided that the aggregate duration of any Deferral Periods shall not exceed thirty (30) days in any three month period (or sixty (60) days in any three
month period in the event of a Material Event pursuant to which the Company has delivered a second notice as required below) or ninety (90) days in any twelve month period; provided that in the case of a Material Event relating to an
acquisition or a probable acquisition or financing, recapitalization, business combination or other similar transaction, the Company may deliver to Notice Holders a second notice to the effect set forth above, which shall have 

  

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the effect of extending the Deferral Period by up to an additional thirty (30) days, or such shorter period of time as is specified in such second notice.

  
 (i) If reasonably requested in writing in
connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by one representative for the Notice Holders of such Registrable Securities, any
broker-dealers, underwriters, attorneys and accountants retained by such representative for the Notice Holders, and any attorneys or other agents retained by a broker-dealer or underwriter engaged by such representative for the Notice Holders, all
relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make reasonably available
for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers, underwriters, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence” examinations; provided that such persons shall first agree in writing with the Company that any non-public information shall be kept confidential by such persons
and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law, (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any
such person from a source other than the Company and such source is not bound by a confidentiality agreement, and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated
on behalf of all the Notice Holders and the other parties entitled thereto by Special Counsel. Any person legally compelled to disclose any such confidential information made available for inspection shall provide the Company with prompt prior
written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. 
  
 (ii) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a twelve month period commencing on the first day of the first fiscal
quarter of the Company commencing after the effective date of a Registration Statement, which statements shall be made available no later than forty-five (45) days after the end of the twelve month period or ninety (90) days if the twelve month
period coincides with the fiscal year of the Company. 
  
 (i) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any
restrictive legends, and 

  

 13 








 
cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may
request in writing at least two (2) Business Day prior to any sale of such Registrable Securities. 
  
 (j) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 
  
 (k) Cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc. 
  
 (l) Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, announce the same, in each case by publicly disseminating such information
through its website or by issuing a press release. 
  
 (m) Take all other reasonable actions as are required to permit unrestricted resales of the Registrable Securities and issuances of Underlying Common Stock on an unrestricted basis upon conversion of Notes in accordance with the terms and
conditions of this Agreement. 
  
 SECTION 4. Holder’s
Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next
sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such
Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any
untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan
of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. 
  
 SECTION 5. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses (x) with respect to filings required to be made with the 

  

 14 








 
NASD, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the
Special Counsel in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may
designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any
Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company in connection with the Shelf Registration Statement, (v) reasonable fees and disbursements of the Trustee and its counsel
and of the registrar and transfer agent for the Common Stock and (vi) any Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on
any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of
Registrable Securities shall pay selling expenses, including any underwriting discount and commissions, and all registration expenses to the extent required by applicable law. 
  
 SECTION 6. Indemnification and Contribution. 
  
 (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Notice
Holder, each person, if any, who controls any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement
or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein; provided that the indemnification contained in this paragraph shall not inure to the benefit of any Holder (or to the
benefit of any person controlling such Holder) on account of any such losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus provided in
each case the Company has performed its obligations under Section 3(f) hereof if either (A) (x) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the
person asserting the claim from which such losses, claims, damages or liabilities arise and (y) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on 

  

 15 








 
behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or
supplemented, with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise. 
  
 (b) Indemnification by Holders. Each Holder agrees
severally and not jointly to indemnify and hold harmless the Company and its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
or any other Holder, to the same extent as the foregoing indemnity from the Company to such Holder, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in such
Registration Statement or Prospectus or amendment or supplement thereto. 
  
 (c) Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to
Section 6(a) or 6(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, but the omission so to notify the
indemnifying party will not, in any event, relieve the indemnifying party from any obligation to any indemnified party otherwise than as provided in (a) or (b) above. The indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority (with Holders of Notes deemed to be the Holders, for purposes of determining such
majority, of the number of shares of Underlying Common Stock into which such Notes are or would be convertible as of the date on which such designation is made) of the Registrable Securities covered by the Registration Statement held by Holders that
are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b), the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder 

  

 16 








 
by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the
subject matter of such proceeding. 
  
 (d)
Contribution. To the extent that the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company shall be
deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such losses, claims, damages or liabilities relate. The relative benefits
received by any Holder shall be deemed to be equal to the value of receiving Registrable Securities that are registered under the Securities Act. The relative fault of the Holders on the one hand and the Company on the other hand shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Holders or by the Company, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 6(d) are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint. 
  
 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding this Section 6, no indemnifying party that is a selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable
Securities sold by it and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 
  
 (e) The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity, hereunder, under the Purchase Agreement or otherwise. 
  

 17 








 (f) The indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling any Holder or any affiliate of any Holder or by or on behalf of the
Company, its officers or directors or any person controlling the Company and (iii) the sale of any Registrable Securities by any Holder. 
  
 SECTION 7. Information Requirements. The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further action as any Holder may reasonably request in writing (including, without limitation, making such representations as any such Holder
may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the
Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act. 
  
 SECTION 8. Miscellaneous. 
  
 (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company’s securities under any other agreements. 
  
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Notes are or would be convertible as of the date on which such
consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided
that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing sentence, (i) this Agreement may be amended by written
agreement signed by the Company and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the Initial Purchasers, without 

  

 18 









	 	 
the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each
Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. 


  
 (c) Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier, or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows: 
  
 (i) if to a Holder, at
the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; 
  
 (ii) if to the Company, to: 
  
 ON Semiconductor Corporation 
 5005 E. McDowell Road 
 Phoenix, AZ 85008 
 Attention: General Counsel 
 Telecopy : (602) 244-5601 
  
 and 
  
 Cleary,
Gottlieb, Steen & Hamilton 
 One Liberty Plaza 
 New York, NY 10006 
 Attention: Stephen H. Shalen, Esq. 
 Telecopy: (212) 225-3999 
  
 (iii) if to the Initial Purchasers, to: 
  
 Morgan Stanley & Co. Incorporated 
 1585 Broadway 
 New York, New York 
 Attention: 
 Telecopy: 
  
 or to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith. 
  

 19 








 (d) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchaser or subsequent Holders
if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  
 (e) Successors and Assigns. Any person
who purchases any Registrable Securities from the Initial Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall
be entitled to receive the benefits hereof. 
  
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall
constitute one and the same agreement. 
  
 (g)
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  
 (i) Severability. If any term,
provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such 

  

 20 









	 	 
registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement.



  
 (k) Termination.
This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to effect Conversion Rate Increase
Amounts and pay Additional Share Amounts under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above. 
  

			
	ON SEMICONDUCTOR CORPORATION,
		
	By:	 	/s/    DONALD COLVIN
	 	 	 Name: Donald Colvin

	 	 	 Title: Senior Vice President, Chief Financial Officer
 and Treasurer



  

			
	Confirmed and accepted as of the date first above written:
	
	MORGAN STANLEY & CO. INCORPORATED
	
	 Acting severally on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase
Agreement.

		
	By:	 	 /s/     NATHAN
MCMURTRAY

	 	 	 Name: Nathan McMurtray

	 	 	 Title: Vice President

	
	CREDIT SUISSE FIRST BOSTON LLC
	
	 Acting severally on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase
Agreement.

		
	By:	 	 /s/     H. ANDREW FISHER

	 	 	 Name: H. Andrew Fisher

	 	 	 Title: Managing Director

	
	J.P. MORGAN SECURITIES INC.
	
	 Acting severally on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase
Agreement.

		
	By:	 	 /s/    KEVIN J. KULAK

	 	 	 Name: Kevin J. Kulak

	 	 	 Title: Vice President


  

 21